Marshall William Spencer 4

What Happened
Marshall William Spencer, Co‑Founder, CEO and Director of Planet Labs (PL), exercised/converted derivatives totaling 415,923 shares and had 63,039 shares sold to satisfy tax withholding. The withholding sale was at $26.38 per share for proceeds of $1,662,969. Several derivative-conversion entries in the filing reflect conversions/exercises with $0 exercise price.

Key Details

• Transaction date: 2026-01-21; Form filed 2026-01-23 (timely filing).
• Exercises/conversions (code M) reported for 123,897 and 292,026 share lots (total reported exercised/converted = 415,923 shares) at $0.00 exercise price.
• Tax withholding/sale (code F): 63,039 shares disposed at $26.38, proceeds $1,662,969.
• Shares owned after transaction: not specified in the provided filing summary.
• Relevant footnotes from the filing:
  • F1: 2,069,641 RSUs vest quarterly (contingent right to one Class A share each; no expiration).
  • F2: Issuance of earnout shares triggered by $19.00 threshold; additional earnout contingent on $21.00 condition or certain change-of-control.
  • F3: Class B common shares convertible 1:1 into Class A common stock at holder’s option; no expiration.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (tax withholding sale).

Context
This appears to be a routine cashless/withholding action following exercise/conversion of derivative awards — 63,039 shares were sold solely to cover tax obligations, not an open-market discretionary sale for investment reasons. Such withholding sales are common when executives realize taxable income from exercises or vested awards and do not necessarily signal a change in insider sentiment.